End‑User License Agreement (EULA)

1. Definitions

"Add‑in" means the software object code, custom functions, taskpane, and any related scripts or components published under this Agreement, including any Documentation.

"Affiliate" means any legal entity that controls, is controlled by, or is under common control with a party. "Control" means ownership of more than a 50% interest of voting securities in an entity or the power to direct the management and policies of an entity.

"Documentation" means all user manuals, handbooks, training material, requirements, and other written or electronic materials Licensor makes available for, or that result from use of, the Add-in.

"End User" means any person Customer permits to use an Offering or access Customer Data.

"Feedback" means ideas, suggestions, comments, input, or know-how, in any form, that one party provides to the other in relation to recipient's Confidential Information, products, or services. Feedback does not include sales forecasts, future release schedules, marketing plans, financial results, and high-level plans (e.g., feature lists) for future products.

"Licensee", "you", or "your" means either an individual or the entity you represent.

"Licensor", "we", "us", or "our" means TCD Apps.

"Microsoft Store" means Microsoft AppSource or the Microsoft 365 Store through which the Add‑in is distributed.

"Personal Data" means any information relating to an identified or identifiable natural person.

"Services" means any cloud or backend services operated by Licensor (including API endpoints and databases) that are necessary for the Add‑in's functionality.

"Subscription" means a paid or free trial plan that grants access to the Add‑in.

"Third‑Party Services" means services not operated by Licensor (e.g., OpenAI API, Supabase hosting) that process data on Licensor's behalf.

2. License Grant

Subject to your compliance with this Agreement and payment of all applicable fees, Licensor grants you a non‑exclusive, non‑transferable, revocable, and limited license to install and use one copy of the Add‑in within Microsoft Excel on devices or accounts you own or control, solely for your internal business or personal purposes. Licensor reserves all rights not expressly granted in this Agreement. The Add-in is licensed, not sold, and is protected by copyright and other intellectual property laws and international treaties.

2.A. End Users

You will control access to and use of the Add-in by End Users and are responsible for any use of the Add-in by your End Users that does not comply with this Agreement.

2.B. Use by Affiliates

You may permit your Affiliates to use the Add-in, provided that such use is in compliance with this Agreement. You will remain responsible for all obligations under this Agreement and for your Affiliates' compliance with this Agreement.

2.C. License Transfers

You may only transfer fully-paid, perpetual licenses to (1) an Affiliate or (2) a third party solely in connection with the transfer of hardware to which, or employees to whom, the licenses have been assigned as part of (A) a divestiture of all or part of an Affiliate or (B) a merger involving you or an Affiliate. Upon such transfer, you must uninstall and discontinue using the licensed Add-in and render any copies unusable. You must notify Licensor of a license transfer and provide the transferee a copy of this Agreement. Attempted license transfers that do not comply with this section are void. For subscription-based licenses, transfers are not permitted unless expressly authorized by Licensor in writing.

2.D. Feedback

Any Feedback you provide is voluntary. You grant to Licensor, without charge, a non-exclusive, worldwide, royalty-free, perpetual, irrevocable license under your owned or controlled intellectual property rights to make, use, modify, distribute, and commercialize the Feedback as part of any of Licensor's products and services, without any obligation to you. You will not give Feedback that is subject to a license that would require Licensor to license its software or documentation to third parties because Licensor includes your Feedback in them.

3. License Restrictions

You shall not, and shall not permit any third party to:

1. Copy, modify, reverse engineer, decompile, or disassemble the Add‑in, or attempt to do so, except to the extent required by applicable law.

2. Install or use any third-party software or technology in any way that would subject Licensor's intellectual property or technology to any other license terms.

3. Work around any technical limitations in the Add‑in or restrictions in Documentation.

4. Separate and run parts of an Offering on more than one device, or upgrade or downgrade parts of an Offering at different times, unless expressly permitted by Licensor.

5. Modify, translate, or create derivative works of the Add‑in.

6. Circumvent, disable, or otherwise interfere with security‑related features of the Add‑in or Services.

7. Use the Add‑in to develop a competing product or service, or for any unlawful purpose.

8. Transfer, sublicense, lease, rent, or lend the Add‑in to any third party except as expressly permitted in Section 2.C (License Transfers).

9. Upload or transmit any unlawful, infringing, or harmful content via the Add‑in.

4. Subscription, Trial, and Payments

The Add‑in may be offered under a 14‑day free trial. After the trial, continued use requires an active Subscription.

Subscription fees are billed according to the plan selected on the Licensor's website.

All fees are non‑refundable, except where required by applicable law or Microsoft Store policies.

5. User Accounts and Credentials

You must create an account using a valid email address and password. You are responsible for maintaining the confidentiality of your credentials and all activities under your account.

6. Updates and Support

Licensor may deploy automatic updates or upgrades. Support is available via [email protected] during normal business hours (CET).

7. Data Protection and Privacy

Licensor processes Personal Data in accordance with its Privacy Policy located at [https://www.getelyxai.com/privacy](https://www.getelyxai.com/privacy) ("Privacy Policy"). By using the Add‑in, you consent to such processing. Before providing Personal Data to Licensor, you will obtain all required consents from third parties (including your contacts, partners, distributors, administrators, and employees) under applicable privacy and Data Protection Laws.

Data transmitted may include prompts, selected cell content, and usage telemetry.

Licensor implements appropriate technical and organizational measures to protect Personal Data, including TLS 1.2+ encryption, Row Level Security, and vault‑based secret storage.

To the extent Licensor is a processor or subprocessor of Personal Data subject to the GDPR, the parties agree that you are the controller of Personal Data and Licensor is the processor (or subprocessor, as applicable), unless otherwise stated. Licensor will process Personal Data only on your documented instructions. If you are a processor, you warrant to Licensor that your instructions, including appointment of Licensor as a processor or subprocessor, have been authorized by the relevant controller.

All transfers of Customer Data out of the European Union, European Economic Area, and Switzerland, if applicable, will be governed by the Standard Contractual Clauses (SCCs), as designated by the European Commission, which will be made available by Licensor upon request or as specified in the Privacy Policy.

Third‑Party Services process data under Data Processing Agreements (DPAs). A list of sub‑processors is available upon request.

8. Confidentiality

Both parties agree to protect the other's confidential information and use it only for the purposes of performing their obligations under this Agreement.

9. Intellectual Property Rights

The Add‑in and all intellectual property rights therein are and shall remain the exclusive property of Licensor and its licensors. No rights are granted except as expressly set forth.

10. Third‑Party Services and Open‑Source Components

The Add‑in may integrate Third‑Party Services. Your use of such services is subject to those third parties' terms. Open‑source components are provided under their respective licenses, copies of which are available upon request.

11. Warranty Disclaimer

THE ADD‑IN AND SERVICES ARE PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, OR NON‑INFRINGEMENT. LICENSOR DOES NOT WARRANT THAT THE ADD‑IN WILL BE UNINTERRUPTED OR ERROR‑FREE.

12. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, LICENSOR'S AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THIS AGREEMENT SHALL NOT EXCEED THE GREATER OF (A) THE AMOUNT PAID BY YOU FOR THE SUBSCRIPTION DURING THE TWELVE (12) MONTHS PRECEDING THE CLAIM OR (B) EUR 100. LICENSOR SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, OR PUNITIVE DAMAGES.

13. Indemnification

You agree to indemnify, defend, and hold harmless Licensor, its affiliates, and their respective officers, directors, and employees from any claim arising out of your breach of this Agreement or misuse of the Add‑in.

14. Term and Termination

This Agreement remains in effect until terminated. Licensor may terminate this Agreement immediately if you breach any provision. Upon termination, you must cease all use and delete all copies of the Add‑in.

15. Survival

Sections 3, 7, 8, 9, 11, 12, 13, 15, 17, and 18 shall survive termination.

16. Export Compliance

You agree to comply with all applicable export laws and regulations. The Add‑in may not be exported or re‑exported to embargoed countries or prohibited end‑users.

17. Governing Law and Venue

This Agreement is governed by the laws of France, without regard to conflict of law principles. Any dispute shall be submitted to the exclusive jurisdiction of the courts of Lille, Hauts-de-France, France.

18. Changes to this Agreement

Licensor may update this Agreement by posting a revised version and notifying you via the Microsoft Store or email. Continued use constitutes acceptance of the revised terms.

19. General Provisions

**a. Entire Agreement.** This Agreement is the parties' entire agreement on this subject and merges and supersedes all related prior and contemporaneous agreements. By agreeing to these terms, you represent and warrant that you have the authority to accept this Agreement, and you also agree to be bound by its terms.

**b. Assignment.** You may not assign this Agreement or any rights or obligations hereunder, by operation of law or otherwise, without the prior written consent of Licensor, and any attempted assignment without such consent will be void. Licensor may assign this Agreement in its entirety (including all Orders), without your consent, to an Affiliate or in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets.

**c. Severability.** If a court of competent jurisdiction finds any term of this Agreement unenforceable, the Agreement will be deemed modified as necessary to make it enforceable, and the rest of the Agreement will be fully enforced to affect the parties' intent.

**d. Waiver.** A party's failure or delay to enforce any provision of this Agreement will not operate as a waiver of that provision or any other provision. Any waiver of this Agreement must be in writing and signed by the waiving party.

**e. Notices.** Notices to Licensor must be sent to the address stated for TCD Apps in the introductory section of this Agreement or to [email protected]. Notices to you will be sent to the individual at the address or email address you identify on your account as your contact for notices. Notices will be treated as delivered on the date received at the address, date shown on the return receipt, email transmission date, or date on the courier or fax confirmation of delivery. Licensor may send notices and other information to you by email or other electronic form.

**f. No Third-Party Beneficiaries.** This Agreement does not create any third-party beneficiary rights except as expressly provided by its terms.

**g. Construction.** This Agreement is in English. Any translation of this Agreement into another language is for reference only and without legal effect. Lists of examples following "including", "e.g.", "for example", or the like are interpreted to include "without limitation," unless qualified by words such as "only" or "solely." This Agreement will be interpreted according to its plain meaning without presuming that it should favor either party. "Days" means calendar days.

20. Contact Information

For questions about this Agreement, contact:

TCD Apps

Attn: Legal Department

Address: 88 Rue Sadi Carnot 59280 Armentières FRANCE

Email: [email protected]